As filed with the Securities and Exchange Commission on March 12, 2019
Securities Act
File No.
333-202638
Investment Company Act File No. 811-
23037
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 x
Pre-Effective Amendment No.
Post-Effective Amendment No. 3
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 x
Amendment No. 8
TEKLA WORLD
HEALTHCARE FUND
(Exact Name of Registrant as Specified in Charter)
100 Federal Street, 19th Floor
Boston, MA 02110
(617) 772-8500
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s
Principal Executive Offices)
Daniel R. Omstead, Ph.D.
100 Federal Street, 19th Floor
Boston, MA 02110
(Name, address including zip code, and telephone number, including area code, of agent for
service)
With Copies to:
Christopher P. Harvey, Esq.
Dechert LLP
One International Place, 40th Floor
100 Oliver Street
Boston, MA 02110
Approximate Date of Proposed Public Offering: As soon as practicable after the effective date of this Registration Statement
If any securities being registered on this form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933, other than securities offered in connection with a dividend reinvestment plan, check the following box o .
This post-effective amendment will become effective immediately pursuant to Rule 462(d).
EXPLANATORY NOTE
This Post-Effective Amendment No. 3 to the Registration Statement on Form N-2 (File No. 333-202638) of Tekla World Healthcare Fund (the “Registration Statement”) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of filing an exhibit to the Registration Statement. No changes have been made to Part A, Part B or Part C of the Registration Statement, other than the Items of Part C of the Registration Statement as set forth below. Accordingly, this Post-Effective Amendment No. 3 consists only of a facing page, this explanatory note and Part C of the Registration Statement on Form N-2 setting forth the exhibits to the Registration Statement. This Post-Effective Amendment No. 3 does not modify any other part of the Registration Statement. The contents of the Registration Statement are hereby incorporated by reference.
PART C: OTHER INFORMATION
Item 25. Financial Statements and Exhibits
2. Exhibits:
a. (i) Amended and Restated Declaration of Trust of the Registrant, dated as of May 18, 2015(1)
(ii) Notice of Change of Trustee dated December 20, 2017(4)
(iii) Notice of Change of Trustee dated December 13, 2018, filed herewith
b. By-Laws of the Registrant, as amended (4)
c. Not Applicable
d. Not Applicable
e. Form of Dividend Reinvestment and Stock Purchase Plan of the Registrant(2)
f. Not Applicable
g. Form of Investment Advisory Agreement between the Registrant and Tekla Capital Management LLC(2)
h. (i) Form of Underwriting Agreement (2)
(ii) Form of Master Selected Dealers Agreement(3)
(iii) Form of Master Agreement Among Underwriters(3)
(iv) Form of Structuring Fee Agreement(3)
(v) Form of Joint Sales Incentive Fee Agreement(3)
i. Not Applicable
j. Form of Custodian Agreement between the Registrant and State Street Bank and Trust Company(2)
k. (i) Form of Administration Agreement between the Registrant and State Street Bank and Trust Company(1)
(ii) Form of Transfer Agency and Service Agreement between the Registrant and Computershare Inc. and Computershare Trust Company, N.A.(2)
(iii) Form of Investor Support Services Agreement between the Registrant and Destra Capital Investments LLC(2)
(iv) Form of Distribution Assistance Agreement between the Investment Adviser and Destra Capital Investments LLC(2)
(v) Support Services Agreement between the Registrant and Destra Capital Investments LLC dated January 1, 2016 (3)
(vi) Assignment of the Support Services Agreement with Destra Capital Investments LLC to Destra Capital Advisors LLC dated April 2, 2018(4)
l. Opinion and Consent of Dechert LLP(3)
m. Not Applicable
n. (i) Consent of Deloitte & Touche LLP(3)
(ii) Powers of Attorney dated May 22, 2015 (2); Power of Attorney dated April 9, 2018(4); Power of attorney dated December 13, 2018, filed herewith
o. Not Applicable
p. Form of Subscription Agreement(2)
q. Not Applicable
r. Code of Ethics of Registrant and its Investment Adviser(2)
(1) Incorporated by reference from the Registration Statement on Form N-2/A, File no. 333-202638 and 811-23037, as filed with the Securities and Exchange Commission on May 28, 2015.
(2) Incorporated by reference from the Registration Statement on Form N-2/A, File no. 333-202638 and 811-23037, as filed with the Securities and Exchange Commission on May 22, 2015.
(3) Incorporated by reference from the Registration Statement on Form N-2/A, File no. 333-202638 and 811-23037, as filed with the Securities and Exchange Commission on June 24, 2015.
(4) Incorporated by reference from the Registration Statement on Form N-2/A, File no. 333-202638 and 811-23037, as filed with the Securities and Exchange Commission on April 18, 2018.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this Post-Effective Amendment No. 3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston and Commonwealth of Massachusetts on the 12 th day of March, 2019.
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TEKLA WORLD HEALTHCARE FUND |
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By: |
/s/ Daniel R. Omstead |
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President |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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/s/ Daniel R. Omstead |
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Trustee and President (Principal Executive Officer) |
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March 12, 2019 |
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Daniel R. Omstead |
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/s/ Laura Woodward |
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Treasurer (Principal Financial Officer) |
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March 12, 2019 |
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Laura Woodward |
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/s/ Oleg M. Pohotsky* |
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Trustee and Chairman of the Board |
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March 12, 2019 |
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Oleg M. Pohotsky |
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/s/ Rakesh K. Jain* |
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Trustee |
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March 12, 2019 |
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Rakesh K. Jain |
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/s/ Thomas M. Kent** |
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Trustee |
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March 12, 2019 |
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Thomas M. Kent |
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/s/ Elizabeth G. Nabel, M.D.*** |
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Trustee |
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March 12, 2019 |
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Elizabeth G. Nabel, M.D. |
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/s/ William S. Reardon* |
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Trustee |
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March 12, 2019 |
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William S. Reardon |
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/s/ Lucinda H. Stebbins* |
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Trustee |
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March 12, 2019 |
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Lucinda H. Stebbins |
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*By: Daniel R. Omstead, as attorney in-fact of each person so indicated and pursuant to the powers of attorney previously filed on May 22, 2015.
** By: Daniel R. Omstead, as attorney in-fact of each person so indicated and pursuant to the power of attorney previously filed on April 18, 2018.
***By: Daniel R. Omstead, as attorney in-fact of each person so indicated and pursuant to the power of attorney file herewith.
Exhibit (a)(iii)
TEKLA WORLD HEALTHCARE FUND
Amendment to Declaration of Trust
Notice of Change of Trustee
WHEREAS Michael Bonney tendered his resignation as a Trustee of Tekla World Healthcare (the “Fund”) effective November 1, 2018, the Fund issues this notice in accordance with the terms of the Declaration of Trust of the Fund, dated March 5, 2015 and filed with the Secretary of State of the Commonwealth of Massachusetts on March 9, 2015, as amended;
WHEREAS, at a meeting of the Trustees of Tekla World Healthcare Fund (“The Fund”) on December 13, 2018, the Trustees of the Fund appointed Dr. Elizabeth G. Nabel as Trustee to the Fund, effective upon her written acceptance and agreement to be bound by the terms of the Declaration of Trust of the Fund, dated March 5, 2015 and filed with the Secretary of State of the Commonwealth of Massachusetts on March 9, 2015, as amended;
NOW, THEREFORE, as a result of the foregoing Trustee resignation Trustee’s appointment, the seven Trustees of the Tekla World Healthcare Fund are:
IN WITNESS WHEREOF, this Notice has been subscribed this 12th day of March, 2019, by the undersigned who affirms that the statements made herein are true under the penalties of perjury.
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/s/Laura Woodward |
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Laura Woodward, Secretary |
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Exhibit (n)(ii)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS , that Elizabeth G. Nabel, whose signature appears below, constitutes and appoints Daniel R. Omstead, Laura Woodward, Christopher P. Harvey and Allison M. Fumai and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution among himself or herself and each of the persons appointed herein, for him or her in his or her name, place and stead, in any and all capacities, to sign the Declaration of Trust and any and all registration statements of TEKLA WORLD HEALTHCARE FUND (the “Fund”), and any amendments or supplements thereto and all instruments necessary or incidental in connection therewith, and to file the same, with all exhibits thereto and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: December 13, 2018
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/s/Elizabeth G. Nabel |
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Elizabeth G. Nabel |
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